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Naked States is a documentary by director Arlene Nelson featuring Spencer Tunick, Trey Anastasio and Fraya Berg. The film details New York photographer, Spencer Tunick whose specialty is pictures of average, every day people in the nude, framed by urban public spaces. The film starts with hundreds of New York residents disrobing in Times Square. Later, 1200 nude concert attendees in Maine agree to be photographed.

Tunick hopes that he can drum up interest for his first exhibition, making the journey all across middle America. He visits small towns and cities - asking residents to pose for pictures.

Meanhile, in New York, Tunick faces a court fight since he has been charged with inciting indecent behavior. Ironically, Tunick successfully takes photos of people in Baltimore and as far away as the Bible belt, all without incident. However, in New York, known for an avante guarde culture, law enforcement repeatedly arrest him at every opportunity when he attempts to take a picture.

The backdrop of the reputation that New York has for its once Bohemian lifestyle forms an interesting landscape for the photographer. The goal of the Naked States project is in redefining the way that people view themselves and the country.

Along the way, he documents the experience with interviews with these ordinary people who agree to become nude models for a day's time. The experience winds up being therapeutic for some, as a rape victim details how being photographed nude is empowering and a very critical aspect of recovering. Other people reveal their own similar and uplifting tales concerning their self-expression and ultimate liberation.

The paradox of New York’s reluctance to grant him the opportunity to explore how people really see each other also exposes the changes that the city has experienced over the past few decades. The ever-increasing hold that Wall Street and corporate America have had on the city is more than apparent in how the city reacts to Tunick. In fact, these activities seem to provoke the precise ideals that his work aims to expose.